EAST LANSING, Mich. - Wisconsin head coach Bret Bielema watched his team kickoff following a 32-yard John Clay touchdown that put the Badgers ahead 24-13 with just over nine minutes to play. Following the return, he lost his cool.

The third-year head coach was flagged for a 15-yard unsportsmanlike conduct penalty following a five-yard delay of game penalty to allow Michigan State to start its drive inside Badger territory.

Nearly nine minutes of game time later, the Badgers were on the wrong end of a 25-24 score and were the beneficiaries of another heartbreaking loss following Brett Swenson's 44-yard field goal with seven seconds to play.

"The only problem that he (the official) had, he said that he was being interfered with his ability to do the job," Bielema said. "They said our defensive guys ran on the field too fast, our 11 guys ran on the field too fast. We hadn't really been warned or been aware of that situation.

"When I came down and asked the official what was the cause for the foul, he said that he was being interfered with to do his job. I told him, in my opinion, he wasn't really doing a good job and that's what drew the 15-yard penalty."

Prior to the call, UW had kept the Spartans offense down for most of the afternoon, even holding Javon Ringer to 54 rushing yards. In total, the Badgers had 118 more total yards than MSU, but were still unable to get the win.

"It's disappointing, it's heartbreaking but you know the biggest thing is you feel that way today and tomorrow you have to get ready for the next week," senior defensive tackle Mike Newkirk said. "You have to put it behind you because it's not going to feel great going back home but it's something you have to be able to bounce back from."

Leading 24-19 with just over two minutes to play, the Badgers could have clinched the game. John Clay, who finished with 111 yards on 14 carries with a touchdown, broke a run off tackle and took it inside the Spartans five yard line. But center John Moffitt was flagged for holding, eliminating any chance the Badgers had of running out the clock.

Then, before the third and 11 play, Garrett Graham committed a false start infraction to move UW out of field goal range. The Badgers ran a draw and were forced to punt. In total, Wisconsin was flagged 12 times for 121 yards in comparison to MSU's two penalties for 30.

"I mean it killed us, but you can't blame it on that," quarterback Dustin Sherer, who finished 14-of-28 for 149 yards and a touchdown, said. "You know, I thought we ran the ball really well, but you know penalties are setbacks. The thing we were bad on was third down."

The Badgers never trailed in the contest until Swenson's fourth and final field goal at the end of the game. Michigan State started its final drive on their own 17 yard line with no timeouts when senior quarterback Brian Hoyer calmly led the drive downfield setting up Swenson's final look.

On fourth down with the clock running, Swenson and the rest of the special team's unit rushed to the field in a frantic stupor. However, right before the snap, Bielema decided to ice the kicker. Then, after the Spartans set up again, Bielema iced him a second time.

"I was actually kind of excited when they called that time out because it gave me a chance to relax," Swenson said. "To be honest, we were rushing around and I was hoping everyone was set while trying to look at the clock at the same time.

"The time out let me take a deep breath and Coach Mark Dantonio gave me a little smile and told me I could do it."

For the Badgers, the second trip to Michigan this season was just as difficult as the first and ended in similar fashion. But this time, it means it must win two of its final three games to become bowl eligible.

"We are just trying to get to a bowl game," sophomore wide receiver David Gilreath, who finished with 63 total yards, said. "You don't want the season to go down the drain. You want something good to come out of it. I guess a bowl game would do that."